POLICIES & CERTIFICATES

2.1. Subject to Customer’s full compliance with the Terms of Service, Teltonika will provide the Customer with a subscription to access its cloud-based services (the “Service”)

2.2. Except for Customer’s software, the service and the software underlying or used to deliver the Service will be hosted on servers under control or direction of Teltonika or its third-party providers.

2.3. The Service is subject to additional commercial terms, technical descriptions, specifications, manuals, instructions, components, functionalities, requirements, parameters and safety guidelines that are described in the Teltonika Wiki Knowledge Base and / or introduced to Customer by other means in respect of each Service. Teltonika may make changes, patches, or improvements to the Service or its components at its sole discretion.

2.4. The Customer shall comply and ensure that its employees, agents, contractors, vendors, clients, and any other persons gaining access to Teltonika’s network – whether on the Customer’s behalf, through the Customer’s access credentials, via the Customer’s equipment, or by any other means – comply with: (a) all technical documentation, safety, security, operational, legal, and other requirements or limitations applicable to the Service under this Agreement, whether set out in materials referenced in Clause 2.3, communicated through system notifications, support channels, or otherwise made available by Teltonika; and (b) all applicable laws, rules, and regulations governing the use of the Service and any related activities carried out in connection with the Service, this Agreement, or policies issued and communicated by Teltonika.

2.5. The Customer may be allowed or required to install or use certain software provided by Teltonika or third parties, necessary for access or use of the Service. For avoidance of doubt this software is neither sold nor distributed to Customer and Customer may use it solely as part of the Service. The Customer may not transfer it outside the Service without specific prior written authorization to do so.

2.6. Teltonika may make any changes (patches, fixes, improvements, deprecation of functionality, etc.) to the Service, or any software or cloud architecture it relies on at any given time upon notice to the Customer. Where the changes are required under a legal or regulatory obligation, or necessary to address an unforeseen and imminent danger related to defending the Service and / or Customer from fraud, malware, spam, data breaches or other cybersecurity risks, or in any other cases which do or do not affect the functionality of the Service, Teltonika may change the Service or the specifications or documentation of the Service without any separate or in advance notice to Customer.

3.1. Unless otherwise notified by Teltonika when granting access to the Service or when ordering Teltonika products or Service (e. g. in the purchase orders), the Service is provided without charge.

3.2. Certain Service may be available for trial period. After the trial period ends the Customer will be charged a monthly subscription fee. Additional or alternative payment structures may be offered at Teltonika’s discretion.

3.3. Fees for Paid Service: Paid Service is provided on a monthly subscription basis and is payable in advance by Customer (pay-as-you-go). If Teltonika does not receive payment until the beginning of next subscription month, the relevant Service may be automatically suspended.

3.4. Pricing for paid Service will be communicated to Customer by Teltonika at the time of granting access to the Service, in the purchase order for products, or otherwise published by Teltonika on the relevant Service webpage. The pricing is subject to change not more often than twice per year upon prior notice of 30 (thirty) calendar days. If Customer does not agree with the changed pricing, they may cancel the subscription.

4.1. Teltonika will use commercially reasonable efforts to ensure at least 95% availability of paid Services. However, availability may be affected by Force Majeure, third-party failures, or the Customer's non-compliance:

4.1.1. factors outside Teltonika’s control (including, but not limited to: acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike or other labor problem, hosting provider failure or delay, power outages, issues related to a third party, or denial of service attacks) (“Force Majeure”).

4.1.2. issues with Customer’s or third-party services, hardware, or software;

4.1.3. issues caused by Customer’s use of the Service after Teltonika advised Customer to modify use of the Service, and if Customer did not modify use as advised;

4.1.4. issues that result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, (sub)contractors, vendors, clients or anyone gaining access to Teltonika’s network, irrespective of whether through use of the Customer’s access credentials or via the Customer’s equipment or by any other means; or

4.1.5. issues that result from Customer’s failure to adhere to any required configurations, to use supported equipment or software, and follow any policies for acceptable use.

4.2. Teltonika may also suspend access to Services for scheduled or emergency maintenance or as provided under Clause 9.

4.3. Support. As part of support the Customer may access and use Teltonika Helpdesk system, Teltonika Wiki Knowledge Base and Community forum available at the relevant Service website and use otherwise available support tools as documented on the relevant Service website and made available by Teltonika to Customer. The parties may further separately agree on a specific type of support to be provided to Customer. Customer by submitting an issue shall be responsible for proper cooperation with Teltonika in eliminating the problem and for provision of all necessary information about the problem to Teltonika. Customer will designate an employee who will be responsible for all matters relating to this Agreement.

4.4. Teltonika does not represent, warrant or guarantee that (i) Teltonika will always be able to resolve an issue fully, (ii) Customer will no longer experience an issue, (iii) Teltonika will provide a bug fix, patch or other workaround in connection with the identified issue, or (iv) any support or advice will result in any performance efficiency or improvement. Teltonika may resolve the issue by providing the Customer with a solution which allows to avoid the problem, or by providing instructions on how to avoid the problem, or by making appropriate modifications to the Services at its own discretion. Customer is solely responsible for the implementation and results of any suggestions or advice received.

5.1. Customer shall not permit its employees, agents, contractors, vendors, clients and anyone else gaining access to Teltonika’s network whether on the Customer’s behalf, through use of the Customer’s access credentials, or via the Customer’s equipment or by any other means, to:

5.1.1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law);

5.1.2. modify, translate, or create derivative works based on the Service;

5.1.3. use the Service for time-sharing or service bureau purposes or for any purpose other than its own internal use, use the Service in connection with any high risk or strict liability activity;

5.1.4. use the Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation;

5.1.5. run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or

5.1.6. use the Service in any manner that:

(i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

(ii) menaces, harasses, or causes damage or injury to any person or property;

(iii) involves the publication, transmission, or uploading of any material that is false, misleading, defamatory, harassing, or obscene;

(iv) violates privacy rights or promotes bigotry, racism, hatred, violence, or any form of discrimination or harm;

(v) constitutes unsolicited commercial communication, including spam, bulk messaging, or advertising not authorized by applicable law;

(vi) infringes any intellectual property rights, proprietary rights, or confidentiality obligations;

(vii) impersonates any person or entity, including without limitation any employee, representative, or affiliate of Teltonika;

(viii) contains, uploads, or transmits any virus, “Trojan horse”, “worm”, “time bomb”, or other malicious code, files, or programs, including password gatherers, keystroke loggers, decoders, or encryption circumvention tools;

(ix) attempts to access, interfere with, probe, or disrupt any computer system, network, software, or data without proper authorization, including bypassing or breaching any security or authentication measures (including, without limitation, the unauthorized use of any computer system, network, software, or data, or compromising the security of another user or system);

(x) violates any applicable laws, regulations, or third-party rights in any relevant jurisdiction.

5.2. The Customer is responsible for maintaining the security of its account and access credentials, including but not limited to administrative and user passwords and files, data stored, and for all use of the Customer’s account. The Customer shall implement and maintain commercially reasonable identity and access management processes to safeguard its accounts and take all reasonable measures to protect usernames, passwords, and other access credentials assigned to its authorized users. Teltonika shall not be liable for any unauthorized access resulting from the Customer’s failure to do so. The Customer shall ensure that access to administrative functions of the Service is restricted to appropriately authorized persons, including its own employees and / or third parties acting on its behalf. The Customer must notify Teltonika immediately upon becoming aware of any actual or suspected unauthorized access, or if any account credentials are lost, stolen, or otherwise compromised.

5.3. Customer is responsible for all acts and omissions of its employees, agents, contractors, subcontractors, vendors, clients and any other persons or entities to whom the Customer provides access to the Service, or who use or access the Service on the Customer’s behalf, through the Customer’s credentials or equipment, or by any other means directly or indirectly attributable to the Customer (hereinafter collectively referred to - “Customer Agents”).

5.4. As a condition of Customer’s use of the Service and with respect to third-party claims, Customer agrees to indemnify, defend, and hold harmless Teltonika, its affiliates, and its and their respective managers, directors, officers, employees, agents, licensors, contractors, suppliers, successors, and assigns from and against any judgements, claims, actions, losses, damages, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys' fees and legal expenses) of any kind arising from Customer’s and / or its Agents use of the Service or related products, or from or attributable to any breach by Customer and / or its Agents of Customer’s obligations established herein (including but not limited to any unauthorized access to the Services caused by Customer’s or its Agents’ failure to implement or maintain appropriate access controls or security measures) or any privacy, employee, or consumer protection right that is implicated herein and by the Service, or Customer’s and / or its Agents infringement, or the infringement or use by any other user of Customer’s account, of any intellectual property or other right of any person or entity. All indemnification duties shall continue in effect even after, and notwithstanding, any subsequent revocation of consent or the expiration or termination of the Agreement or Customer’s and / or its Agents use of the Services.

5.5. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH DATA, CONTENT OR INFORMATION USED FOR OR REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SERVICES, INTERNET OR THIRD PARTY CLOUD SERVICE PROVIDER INFRASTRUCTURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). TELTONIKA AND ITS THIRD-PARTY LICENSORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK APPLICATIONS.

6.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, any software provided by Teltonika is Teltonika’s Proprietary Information. Customer will obtain agreement from its Agents that it will treat Teltonika Proprietary Information in accordance with the terms of this Agreement prior to allowing any such Agent to have access to the Service.

6.2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and Agents with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order (if legally possible to do so).

6.3. Customer acknowledges that Teltonika does not wish to receive any Proprietary Information from Customer that is not necessary for Teltonika to perform its obligations under this Agreement (including, without limitation, any information protected under applicable privacy laws and regulations), and, unless the Parties specifically agree otherwise, Teltonika may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.

6.4. Both parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective court order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers and such are bound by the terms of a similar confidentiality agreement with at least as restrictive covenants to protect such information.

7.1. Except as expressly set forth herein, Teltonika alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service and the software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and / or the software, which are hereby assigned to Teltonika. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or any intellectual property rights.

7.2. The Customer represents and warrants that it has obtained, and will maintain, all necessary rights, consents, authorizations, and permits required under applicable law or contractual obligations, to submit, process, and use any Data (as defined below) provided to Teltonika through the Service, including where such Data is collected from or on behalf of third parties. “Data” means all electronic data and information, including but not limited to technical, operational, telemetry, or system-level information (i) submitted by the Customer for the setup, provisioning, or operation of the Service, or (ii) information created, generated, collected, harvested by Teltonika in connection with the setup, provisioning, performance, maintenance, security, improvement of the Services for the Customer.

7.3. The Customer represents and warrants that it owns, or holds a valid license to, all Content (as defined below) and related intellectual property rights it submits or uses in connection with the Service. “Content” refers to any materials, information or communications intentionally distributed, submitted, or made available by or on behalf of the Customer through the Service as part of its business operations or user-facing activities, including documents, files, messages, or communications. For the avoidance of doubt, Data does not include any Content. If Teltonika receives notice or a claim that any Content, or related activities, may infringe upon third-party rights or violate applicable laws, Teltonika may suspend access to such Content and the Customer agrees to indemnify Teltonika against any resulting claims, liabilities, and expenses.

7.4. To the extent that any Data, Content or other Proprietary Information and / or materials (collectively “Material”) provided by the Customer are inseparably embedded, integrated, adapted, or incorporated into the Services or Teltonika’s proprietary systems, such embedded, integrated, adapted, or incorporated elements of Material shall be deemed part of Teltonika’s Proprietary Information for purposes of this Agreement, without affecting the Customer’s independent ownership rights in the original Material. The Customer acknowledges and agrees that Teltonika shall have an irrevocable, royalty-free, worldwide right to retain, use, modify, operate, maintain, enhance, and further develop the Services, including any embedded Customer Material, without restriction or obligation to remove, segregate, or separate such Materials.

8.1. By using or accessing the Service, Customer hereby grants to Teltonika a worldwide, royalty-free, non-exclusive, irrevocable, sublicensable right and license to use, copy, display, perform, store, distribute and modify Data as necessary to perform the Service. If Teltonika receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third party or any applicable law or regulation, Teltonika may (but is not required to) suspend activity hereunder with respect to that Data and Customer will indemnify Teltonika from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such claim, as incurred.

8.2. Notwithstanding anything else in this Agreement or otherwise, Teltonika may monitor Customer’s use of the Service and Customer Information, and in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Service (hereinafter – “Teltonika Data”), and may make such information publicly available, provided that such information does not identify Customer or Customer’s Proprietary Information. Teltonika shall own all right, title and interest in and to the Teltonika Data. To the extent needed to perfect Teltonika’s ownership in the Teltonika Data, Customer hereby irrevocably assigns all right, title and interest in such Teltonika Data to Teltonika.

8.3. The Service may make use of directly non-identifiable location data (including, but not limited to, GPS coordinates, the MAC address and received signal strength of nearby Wi-Fi access points, nearby cell tower IDs, and the IP Address) that is sent by devices using the Service. In order to allow Teltonika to provide the Service and to ensure the best user experience, the Service may utilize a third party provider to resolve location requests. At all times, Customer’s location information will be treated in accordance with such third party’s privacy policy. By using location services, Customer consents to Teltonika and its partners’ transmission, collection, maintenance, processing and use of Customer’s location data and queries to provide and improve location-based products and services.

8.4. Customer represents and warrants to Teltonika that it has a lawful basis to use location related Service and provided location data as well as other personal data to be processed by Teltonika on behalf of Customer, and that Customer has complied with all applicable transparency obligations to notify the data subjects about, or obtained informed consents for, such transfer and processing of their personal data. The terms of Data Processing Agreement published at https://teltonika-iot-group.com/policies-certificates/data-processing-agreement/ shall apply to Teltonika’s processing operations carried out with the personal data provided by Customer during use of Service, which shall be hereby incorporated by reference to this Agreement and shall be binding on the Parties.

8.5. During the term of this Agreement, Customer will supply Teltonika with contact details for Customer’s Agents (hereinafter – “Contact Data”) in order for Teltonika to carry out its obligations under this Agreement (for example, to accomplish the provision of Service, allow the Customer to access and use the Service, enable Customer’s Agents to access and use the Service, and, where applicable, the subscription ordering process as described this Agreement). Teltonika hereby agrees to process the Contact Data in accordance with applicable laws, rules and regulations and in compliance with the Teltonika Privacy Policy https://teltonika-iot-group.com/policies-certificates/privacy-policy/ . Customer shall notify Teltonika as soon as reasonably practicable of any amendments required to the Contact Data either through Helpdesk system or directly to the responsible sales manager.

8.6. Teltonika cannot guarantee that your data is hosted on servers located in your jurisdiction, therefore you are solely responsible to comply with any data localisation requirements and should not use the Service in breach of those requirements.

9.1. Notwithstanding anything to the contrary, Teltonika reserves the right to suspend or limit Customer’s access to the Service immediately upon notice, if Teltonika determines, in its sole discretion, that Customer’s or Customer’s Agents use of the Service does or is likely to:

9.1.1. damage the Service or interfere with Teltonika’s ability to reliably provide the Service to other users;

9.1.2. place an unreasonable or unexpected load on the Service;

9.1.3. pose a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other similar event that may create a risk to the Services, to Customer or to any other user of the Service;

9.1.4. disrupt or pose a security risk to the Service or any other user of the Service, may harm Teltonika’s systems or any other user of the Service, or may subject Teltonika or any third party to liability;

9.1.5. be misused or used for fraudulent or other illegal activities;

9.1.6. violate applicable law due to the Customer having ceased to operate its business in the ordinary course, made an assignment for the benefit of creditors or a similar disposition of assets, or become subject to bankruptcy, reorganization, liquidation, dissolution, or similar proceedings;

9.1.7. be used in breach of the Agreement or any part thereof;

9.1.8. result in the Customer being in default of its payment obligations under this Agreement;

9.1.9. involve an unusual spike or increase in the Customer’s use of the Service that raises security, performance, or fraud-related concerns;

(hereinafter collectively referred to - " Service Suspensions").

9.2. Customer understands that many of the grounds for possible suspension listed above are imposed on Teltonika by third party licensors, are subject to change without notice, and may result in Customer’s access to the Services being suspended.

9.3. Teltonika will make commercially reasonable efforts (unless otherwise specified in this Agreement), circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer’s registered e-mail address) and to provide updates regarding resumption of Customer’s access to the Services following any Service Suspension.

9.4. Teltonika will have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations.

10.1. This Agreement shall continue until terminated in accordance with this Section.

10.2. Customer may cancel their subscription to any Service anytime. After cancellation, the subscription for the relevant Service will end at the end of the current subscription period.

10.3. If subscription to any Service is suspended for more than three months, subscription will automatically terminate after end of the third month of suspension.

10.4. If all subscriptions end upon cancellation or termination, the Agreement will automatically terminate upon end of the last subscription.

10.5. Teltonika may terminate provision of any Service and terminate the Agreement by giving reasonable prior notice to Customer. In case of Customer’s material breach of any of its obligations under this Agreement, Teltonika shall terminate this Agreement immediately upon notice. In case of Force Majeure Teltonika, may terminate this Agreement immediately upon notice.

10.6. Customer’s access to the Service, and any licenses granted hereunder, shall terminate upon any termination of this Agreement.

10.7. After termination or expiration of the Agreement, Customer will be provided with 60 (sixty) calendar days to submit inquiries regarding Customer’s Data and / or Content accumulated during the use of the Services by contacting Teltonika at [email protected]. After the expiration of this period, Teltonika shall have no further obligation to respond to Customer inquiries related to such Data or Content, and, depending on the type of Service provided, Teltonika will delete or anonymize the Customer’s Data and Content in accordance with its internal data retention policies, unless otherwise required by applicable law to retain, return, or transfer such data to the Customer or a third party designated by the Customer. For the avoidance of doubt, this provision does not affect any rights that individual data subjects may have under applicable data protection laws, including the GDPR.

10.8. It is the Customer’s responsibility to regularly back up any data stored or processed through the Service, including prior to any suspension or termination of the Service pursuant to Sections 9 or 10. The Teltonika shall not be liable for any loss of data resulting from the suspension, termination, or expiration of the Service, or from the Customer’s failure to retrieve or back up such data in a timely manner.

10.9. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, restrictions, indemnification, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

10.10. Customer agrees that upon any termination or cancellation of this Agreement Customer will not be entitled to a refund of fees for any additional work previously performed by Teltonika at Customer’s request or any pre-paid fees for subscriptions still in effect at the time of termination or cancellation, and Customer’s obligation to pay any balance due shall survive any such termination or cancellation.

11.1. Teltonika will make commercially reasonable efforts to make Services function essentially in accordance with their description published at the relevant Service webpage and will take commercially reasonable efforts to implement security and resilience measures in relation to the Service in accordance with the Agreement.

11.2. Teltonika does not warrant that the operation of the Service or any function contained therein will meet Customer’s requirements, be uninterrupted or error-free, that defects will be corrected, or that the Service or the servers that make this Service available are free of viruses or other harmful components. The Service, software and Teltonika’s proprietary information and anything provided in connection with this Agreement are provided “AS IS,” without any warranties of any kind. Any use of the Service is done at Customer’s sole risk and Customer will be solely responsible for any damage, loss or expense incurred as a result of or arising out of Customer’s use of the Service.

11.3. Teltonika make no other warranty, either expressed or implied, with respect to any of the Service. Teltonika specifically disclaims the implied warranties or conditions of merchantability, fitness for a particular purpose, title or non-infringement.

12.1. Teltonika shall only be liable for direct documented damages suffered by the Customer and only to the extent such damages result from Teltonika’s intentional misconduct or gross negligence. Notwithstanding anything to the contrary in this Agreement, Teltonika shall under no circumstances be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or loss of goodwill, arising out of or in connection with this Agreement, regardless of the cause of action and even if Teltonika has been advised of the possibility of such damages.

12.2. Teltonika shall not, nor any of its affiliates, licensors, service providers or subcontractors will be responsible for any compensation, reimbursement, or damages arising in connection with:

(a) Customer’s inability to use the Service, including as a result of any:

(i) termination or suspension of this Agreement or Customer’s use of or access to the Service; or

(ii) any unanticipated or unscheduled downtime of all or a portion of the Service for any reason, including as a result of Force Majeure, system failures or other interruptions;

(b) the cost of procurement of substitute Service;

(c) any investments, expenditures, or commitments by Customer in connection with this Agreement or use of or access to the Service; or

(d) any unauthorized access to, alteration of, or the deletion of, destruction of, damage to, loss of or failure to store or access data.

12.3. If, notwithstanding other provisions of this Agreement, Teltonika is held liable towards Customer, the total aggregate liability of Teltonika’s and its affiliates, officers, directors, employees, and agents for all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited, except to the extent prohibited by law, and shall not exceed the total fees Customer has paid to Teltonika during the preceding 3 (three) months period.

12.4. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

13.1. Each Party shall process the personal data of the employees, managers, and other representatives of the other Party in accordance with the General Data Protection Regulation (EU) 2016/679 and only for the purposes of performance of the Agreement. Each Party shall notify its employees or other representatives about the transfer of their data for the purposes of performance of the Agreement to the other Party and shall assist each other in complying with other obligations towards such data subjects.

13.2. Before transferring any personal data to Teltonika, the Customer confirms that it has complied with all applicable transparency and legal obligations, including (where required) providing appropriate notice to data subjects or obtaining their informed consent for the transfer and processing of their personal data. The Customer further acknowledges and agrees that such processing by Teltonika shall be governed by Teltonika’s Data Processing Agreement, available at https://teltonika-iot-group.com/policies-certificates/data-processing-agreement/, which applies to all personal data processing activities carried out by Teltonika in connection with the Customer’s use of the Services. In line with Teltonika’s role as a B2B (business-to-business) service provider and data processor, the Customer shall remain the first point of contact for all data subject inquiries or requests related to the personal data it provides. Teltonika processes such data solely to the extent necessary to deliver the Services.

13.3. For the avoidance of doubt, Teltonika acts solely as a data processor in relation to any personal data provided by the Customer during the use of the Services. Teltonika does not determine the purposes or means of processing such personal data and shall in no event be considered a data controller (or equivalent term under applicable data protection laws e. g. GDPR) with respect to the Customer’s data. The Customer shall remain fully responsible for the lawfulness of the collection, disclosure, and transfer of personal data to Teltonika and for responding to any data subject requests or regulatory inquiries. Except in cases when Teltonika acts as an independent Controller, including, without limitation, processing personal data for account management, billing, support (including helpdesk), compliance, or marketing activities or otherwise.

13.4. The Customer agrees to indemnify, defend, and hold harmless Teltonika, its affiliates, officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorney’s fees) arising out of or in connection with:

13.4.1. the Customer’s failure to comply with applicable data protection or privacy laws, or

13.4.2. the Customer’s failure to obtain necessary consents or provide appropriate notices to data subjects, or

13.4.3. any claim that Teltonika’s processing of personal data, in accordance with this Agreement and the Data Processing Agreement, violates data protection laws due to the Customer’s instructions or omissions or false warranties made.

13.5. Both Parties shall implement appropriate and proportionate technical, operational, and organizational measures to manage risks related to the security of the Services and any data processed in connection with it. Each Party shall take into account applicable industry standards and regulatory frameworks, including, where relevant, principles reflected in applicable EU cybersecurity and data protection laws.

14.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2. This Agreement is not assignable or transferable by Customer except with Teltonika’s prior written consent. Teltonika may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer.

14.3. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by Teltonika, except as otherwise provided herein.

14.4. Neither party shall be liable to the other or responsible for delay or non-performance of any of the terms of the Agreement due to Force Majeure.

14.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Teltonika in any respect whatsoever.

14.6. The laws of the Republic of Lithuania apply to and govern the Agreement. Any dispute, arising out of or relating to this Agreement, shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. All procedural documents shall be served via parties‘ e-mails. The number of arbitrators shall be one. The seat and place of arbitration shall be Vilnius. The language of arbitration shall be English. The laws of Lithuania shall be applicable to this arbitration clause and the dispute.

14.7. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

14.8. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail.

14.9. Amendments. We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. Customer is responsible for regularly reviewing this Agreement for changes. By using the Service after we post any changes to this Agreement or otherwise notify Customer of such changes, Customer agrees to accept those changes, whether or not Customer has reviewed them. If Customer does not agree to this Agreement, Customer should not use the Service and Customer should cancel Customer’s Subscription.

14.10. No Implied Waivers. If either party fails to require performance of any duty hereunder by the other party, such failure shall not affect its right to require performance of that or any other duty thereafter. The waiver by either party of a breach of any provision of this Agreement shall not be a waiver of the provision itself or a waiver of any breach thereafter, or a waiver of any other provision herein.